Independent directors

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CA BHUVNESH S.VILAYATRANI

CA BHUVNESH S.VILAYATRANI (Querist)
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17 October 2012 Whether it is mandatory for a unlisted public company to appoint Independence Directors?

Ajay Mishra

Ajay Mishra (Expert)
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17 October 2012 hi

Up to some extent, it is not mandatory to have Independent Director by the company, but some committee of the Board of Directors demand the majority of members of the committee as Independent Director.

If that provision are not applicable on unlisted public company then no need to have Independent director in the company.

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CA Manish

CA Manish (Expert)
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17 October 2012 Sec 292A - Audit Committee

(1) Every Public Company having paid-up capital of not less than five crores of rupees shall constitute a committee of the Board known as "Audit Committee" which shall consist of not less than three directors and such number of other directors as the Board may determine of which two-thirds of the total number of members shall be directors, other than managing or whole time directors.

Ajay Mishra

Ajay Mishra (Expert)
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17 October 2012 Hi

Section 292A relating to Audit Committee talking only for director who are other than MD/WTD/manager.

Basically, section 292A discuss with composition of Audit Committee of executive and non-executive directors but they are not mandatory to have such non-executive as Independent director.

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CS Ankur Srivastava

CS Ankur Srivastava (Expert)
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17 October 2012 Yes, it is not required to appoint independent directer in the Non Listed Public Companies.

As such, the requirement of other committees of Board, it requires just non executive directors.

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